VFA is dually registered as an SEC-registered investment adviser and broker dealer with its principal place of business located in Windsor, Connecticut. VFA began conducting business as an investment adviser in 1994. VFA, through predecessor firms, began conducting business as a broker-dealer in 1968. Please note that being registered with the SEC does not imply a certain level of skill or training. Listed below is the Firm's principal shareholder (i.e., those individuals and/or entities that control 25% or more of VFA). Throughout this Brochure, clients of the firm that utilize investment advisory services may be referred to as either “you” or “Client.”
• Voya Holdings, Inc., 100% Shareholder In addition, the following affiliates indirectly own 25% or more of VFA:
• Voya Financial, Inc., a publicly traded company and the sole shareholder of Voya Holdings, Inc. VFA offers the following investment advisory services through its associated or access persons, who are also known as Investment Adviser Representatives ("IARs"). Your IAR does not have the ability to withdraw cash from your account without your express authorization. Unless specifically stated, you may make additions and withdrawals from your account at any time. If your account falls below the minimum required account value, VFA may terminate your account. You may add securities to your account. However, VFA reserves the right to not accept particular securities into your account. The value of financial investments rises and falls, and no financial plan can guarantee results. Accordingly, VFA cannot guarantee future financial results or the achievement of your financial goals through implementation of a financial plan or any advice or recommendations provided to you. VFA does not monitor the day-to-day performance of your specific investments. As with any investment program, you can lose some or all of your money by investing through VFA’s investment advisory programs. If your financial situation changes, including your goals and objectives, it is important that you let your IAR know as soon as possible. Client’s understanding of the ability to tolerate market fluctuations is important in designing any investment portfolio. Accordingly, it is important for the Client to identify to Client’s IAR the Client’s ability to tolerate the uncertainties, complexities and volatility inherent in the investment market. A risk profile is developed under each program based, in part, on data the Client furnished to the IAR, including information about his or her time horizon, investment goals, and other factors. Some of the factors that influence the Client’s risk tolerance assessment include but are not limited to present financial condition, financial ability to accept risk, future financial goals, discretionary income and its variability, and willingness to accept volatility. These factors, combined with the Client’s personal risk profile, indicate the Client’s ability to accept investment risk to meet long-term financial goals. The Client understands that higher returns often involve more volatility and a willingness to tolerate declines in the value of the portfolio to achieve those returns. The Client risk profile is reflected on the Client’s Agreement with VFA, the Investment Policy Statement, and Risk Tolerance Questionnaire, which will be reviewed with the Client annually. VFA makes a variety of financial products from a number of product sponsors available on its product shelf and through its investment advisory programs. For a financial product to be included on VFA’s product shelf, the product sponsor is, subject to certain exceptions, generally required to participate in VFA’s Product Partners Program, as described in Item 14. VFA reserves the right to not include product 5 | P a g e sponsors on its product shelf, therefore not permitting you to purchase the products of certain product sponsors through VFA, if the product sponsor does not participate in the Product Partners Program. This creates a conflict of interest, as VFA chooses which products to make available to you based on the compensation paid to VFA by the sponsors of those products. This conflict results in VFA recommending financial products and services to you that are more expensive than similar products and services you could obtain elsewhere. Additionally, VFA will consider the entirety of the product sponsor’s relationship with VFA and VFA’s affiliates in determining whether to place, or to continue to offer, a product sponsor’s products on VFA’s product shelf. This creates a conflict of interest, as part of VFA’s determination as to whether to offer a product to you for sale depends, in part, upon the business and monetary considerations of the product sponsor’s relationship with VFA and its affiliates. This conflict results in VFA recommending financial products and services to you that are more expensive than similar products and services you could obtain elsewhere. VFA policy makes certain share classes of mutual fund products available on its investment advisory platform, as opposed to other share classes of the same product. The share classes VFA makes available on its investment advisory platform are selected because such share classes provide compensation to the Firm. Other share classes, such as certain R Share classes generally (defined below), do not provide additional compensation to the Firm. You are able to purchase the same or other similar products that the Firm offers at other investment advisers, and such investment advisers will make available lower cost share classes of those products to you. For example, in certain circumstances, VFA offers retirement share, or “R Share” classes to retirement plan customers, where available, and if the requirements for use of such class in the product’s prospectus or statement of additional information are met, but does not offer R Share classes to non-retirement plan customers, despite R Shares being available, in certain circumstances, to non-retirement plan customers and generally being less costly than the share classes VFA offers to investment advisory customers. Other mutual fund share classes, such as “clean shares” are also available but not used by VFA because such mutual fund share classes do not pay additional revenue to VFA. Such other share classes are available to you through other investment firms, which would result in lower cost to you. Similarly, investment advisory services fees charged by other investment advisers may be similar to or lower than the fees that VFA charges. Different share classes of the same mutual fund represent the same underlying investments. However, since different share classes have different costs, the overall costs of owning each share class differ. This means that one share class of a particular mutual fund will be more costly than other share classes of the same fund over time. This increased cost negatively affects the investment return for that particular share class over time. VFA’s ability to offer you mutual funds and other products is limited by the availability of those products, including different share classes of the same mutual fund, through Pershing, LLC (“Pershing”), the Firm’s clearing broker-dealer. Other investment advisers, including but not limited to investment advisers available through VFA’s third party money manager programs discussed in this Item 4, through their clearing broker-dealer, offer different share classes of the same mutual funds, as well as other investment products, for a lower cost. VFA policies make certain financial products and account types available to clients only in the Firm’s role as a broker-dealer, for which it receives commissions. Other registered investment advisers may offer such financial products in an investment advisory account, shares of which may be purchased net of commission, resulting in more shares to the customer than if the same product is purchased through the Firm on a commission basis. Purchasing such products through the Firm in its role as broker-dealer will result in the client receiving fewer shares for the same purchase price than the customer would receive if purchased in an investment advisory account. Clients will receive lower investment returns over the short term, and incur higher execution costs due to the Firm’s policy, as compared to the same financial product held in an investment advisory account. In certain scenarios, a client will pay more fees and expenses over the course of holding the product by purchasing it from VFA in its capacity as a broker- dealer than the client would pay if the product had been purchased in an investment advisory account. 6 | P a g e Since offering such financial products only in the Firm’s capacity as a broker-dealer creates a conflict of interest, the Firm has an obligation to notify clients of, and to obtain informed consent for, these types of recommendations at the time of sale. VFA does not owe clients a fiduciary duty in circumstances when it offers clients products in its role as a broker-dealer. SELECT ADVANTAGE ADVISORY IRA The Voya Select Advantage Advisory IRA Program is an individual retirement account program offered through VFA in which trading and custodial services are provided by Voya Institutional Trust Company (VITC) and administrative and recordkeeping services are provided by Voya Retirement Insurance and Annuity Company (VRIAC). VFA and the IAR assigned to the account provide non-discretionary investment advice regarding investments in the Client’s account. Both VRIAC and VITC are affiliated companies of VFA. The Voya Select Advantage Advisory IRA Program offers the Client a range of mutual funds in which to invest. The mutual funds are contained in a mutual fund custodial account custodied by VITC. VRIAC performs all administrative and recordkeeping services in the mutual fund custodial account, including effecting transactions in the mutual fund custodial account, and performing accounting services, fee calculations and fee deductions. VFA and the IAR assigned to the account will provide account services for the Voya Select Advantage Advisory IRA Program, including an initial consultation to determine the Client’s financial situation and investment objectives. Based on the Client’s financial situation, goals, objectives, and other information provided by the Client, the Client will be provided with investment recommendations and periodic investment related services in connection with assets in the account. Client understands and agrees that Client is not obligated to follow any investment recommendations made by VFA or IAR. Transactions (mutual fund rebalancing, purchases, sales exchanges and liquidations) in the account initiated upon advice by the IAR will be executed on a non-discretionary basis, meaning that the IAR must obtain the Client’s prior authorization before entering any such transaction. The prior sentence does not, however, apply to automatic rebalancing transactions effected in accordance with Client’s elections in the Voya Select Advantage Advisory IRA Application. INVESTMENT SUPERVISORY SERVICES MODEL PORTFOLIO MANAGEMENT* *Please note that the Morningstar Wealth Management and Morningstar Wealth Management Tax Sensitive Model Portfolio programs are closed to new investors outside of the Unified Managed Account Program. Morningstar Wealth Management and Morningstar Wealth Management Tax Sensitive Model Portfolio Program and Voya Global Perspectives Market Models Series, Select Adviser Series Program and Unified Managed Account Program Morningstar Wealth Management and Morningstar Wealth Management Tax Sensitive Model Portfolio Program VFA has an agreement with an unaffiliated, independent investment adviser, Morningstar Investment Management, LLC. ("Morningstar"), to provide model portfolio allocations to VFA in two programs: (1) the Morningstar Wealth Management Program and (2) a tax-sensitive version known as the Morningstar Wealth Management Tax Sensitive (collectively, "Morningstar Wealth Management Program"). Morningstar also provides capital market assumptions to VFA at no additional cost as part of the suite of services provided. Morningstar selects the investment options included in the Morningstar Wealth Management Program from a universe of investment options that VFA makes available for the Program. Morningstar constructs 7 | P a g e and manages the Tax Sensitive Program with the objective to seek to maximize portfolio return while managing risk and attempting to minimize the effect of taxation. Each model portfolio is designed to meet a particular investment goal (i.e. income, growth and income, growth or aggressive growth), as well as tax considerations. The IAR and the client discuss a client's particular circumstance and establish goals and objectives. The IAR helps determine the client's individual objectives, time horizon, risk tolerance and liquidity needs. The IAR then helps the client to develop an IPS that results in the recommendation of a model portfolio that is suitable for the client. Once the model portfolio is recommended to the client, the client’s account is managed based on the overall model, rather than specifically to each client's individual needs. Clients give VFA limited trading discretionary authority to execute trades, without the client's prior approval for each trade, in accordance with Morningstar’s model portfolio allocations. Clients will have the opportunity, subject to a non- negotiable $5,000 administrative fee as described in Item 5, to place reasonable restrictions on the types of investments to be held in their account. Clients retain individual ownership of all securities. Voya Global Perspectives Market Models ("GPMM") GPMM is a portfolio management service that offers model asset allocation portfolios (“GPMM Models”) for clients to choose from (i.e., income, growth and income, growth or aggressive growth). The GPMM strategy is available through either open-end mutual funds or Exchange Traded Funds (“ETFs”). Mutual Fund Series In the GPMM – Mutual Fund Series, clients invest exclusively in mutual funds. The vast majority of mutual funds included in the GPMM – Mutual Fund Series are selected from the Voya family of mutual funds (“Voya funds”). In certain situation, a non-Voya fund may be used in the program. Voya Investment Management (“Voya IM”), an affiliate of Voya, is the strategist for each of these GPMM Models (the “Voya IM Strategist”). In making its fund selections, the Voya IM Strategist generally chooses from the Voya funds. However, it is possible that non-Voya funds will be selected if the Voya funds fail to meet a particular investment need of the GPMM – Mutual Fund Series. The Program relies on a set of predetermined rules to make any changes or modifications to or to rebalance the GPMM – Mutual Fund Series Models. Voya IM serves as the adviser to Voya funds and receives a management fee from each fund; these management fees are in addition to any fee paid by the client. Additionally, in some cases Voya IM acts as sub-adviser for certain of the non-Voya funds selected for the GPMM – Mutual Fund Series, and will receive sub-management fees from those funds as to which it acts as a sub-adviser. This creates a conflict of interest, as it incentivizes Voya IM to select Voya funds, and non-Voya funds that pay Voya IM sub-management fees, for inclusion in the GPMM Mutual Fund Series. Fund company sponsors whose mutual funds are included in the GPMM – Mutual Fund Series are required to participate in VFA’s Product Partner Program as a prerequisite to inclusion in the GPMM – Mutual Fund Series. This creates a conflict of interest, as the array of mutual funds available to you in the GPMM – Mutual Fund Series are limited to those that pay fees to VFA under the Product Partners Program, as discussed in Item 14. Participation in the GPMM – Mutual Fund Series is not necessary to purchase Voya funds, which can be purchased separately. Additional information about each fund in the GPMM – Mutual Fund Series is available in the fund prospectus, and additional information about the GPMM – Mutual Fund Series is available in the GPMM – Mutual Fund Series Schedule 1. ETF Series In the GPMM – ETF Series, clients invest exclusively in ETFs. Voya IM, an affiliate of Voya , is the strategist for each of these GPMM – ETF Series models (the “Voya IM Strategist”). In making its selections, the Voya IM Strategist chooses from a list of approved ETFs. The Program relies 8 | P a g e on a set of predetermined rules to make any changes or modifications to or to rebalance the GPMM – ETF Series models. The IAR and the client discuss a client's particular circumstances. The IAR helps the client determine his or her goals and objectives, time horizon, risk tolerance and liquidity needs. The IAR then helps the client to develop an IPS that results in the recommendation of an investment portfolio that includes GPMM – Mutual Fund Series Models or ETF Series Models. Generally, GPMM Accounts are managed by Voya IM based on the overall model, rather than on each client's individual needs. Clients, nevertheless, may impose reasonable restrictions on the assets in the Program, provided however, that VFA may refuse to accept or to continue to provide investment advisory services with respect to such program assets, as the case may be, if it determines such restrictions are unreasonable. Clients retain individual ownership of all securities. With respect to GPMM, the portfolio is automatically rebalanced on a quarterly basis so that the percentages invested in each fund are adjusted to approximate the percentages invested in each fund initially; this may entail reducing the investment in certain funds and increasing the investment in others. With respect to the GPMM ETF Series, rebalancing occurs quarterly when a position increases or decreases by 5% or more, subject to a $250 trade minimum. With respect to the GPMM Mutual Fund Series, rebalancing occurs quarterly when a position increases or decreases by 5% or more and is not subject to a minimum trade restriction. In addition, on a quarterly basis, tactical adjustments occur when year-over-year earnings growth of companies in the Standard & Poor’s 500 Index change from positive to negative - half of the equities are sold and reinvested in fixed income Mutual Funds or ETFs; if earnings growth changes from negative to positive - the portfolios are restored to their original allocation. Client acknowledges that these transactions are part of the GPMM Series and provides authorization to implement these rules-based transactions on Client’s behalf on a quarterly basis. In certain situations, such as when a mutual fund or ETF closes or when a portfolio manager departs, Voya IM may replace the fund or ETF with another appropriate investment provided the management fee and other compensation paid to Voya IM and its affiliates from the new investment is no greater than that paid from the investment being replaced. Under GPMM, neither VFA nor its affiliates have discretion over client's decision to invest a particular model. The final decision to select and invest in a portfolio managed by Voya IM is made by the client. Furthermore, with respect to the portfolio managed by Voya IM, neither VFA nor its affiliates is acting as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) or the Internal Revenue Code of 1986. Voya Choice Advisory* *Please note that the Voya Choice Advisory program are closed to new investors. Voya Choice Advisory, which includes Voya Opportunity Choice Advisory, is referred to as "Voya Choice." Voya Choice is an asset allocation program managed by the Investment Selection Committee ("ISC"). The ISC uses model asset allocations provided by Morningstar as the basis for developing model portfolios. The model asset allocations are defined in terms of risk from conservative to aggressive. Morningstar also provides capital market assumptions to VFA at no additional cost as part of the suite of services provided. The ISC periodically reviews the investment options available in the model portfolios. Investment selections in each model portfolio are reviewed using information such as performance, risk, risk-adjusted performance, style, consistency and expenses. Upon review, the ISC makes specific recommendations of investment options for the model portfolios. The investments in the model portfolios for Voya Choice are selected by the ISC from a menu of approximately 225 mutual fund families, as well as other possible investments. 9 | P a g e The IAR and the client discuss a client's particular circumstance and establish goals and objectives. The IAR helps determine the client's individual objectives, time horizon, risk tolerance and liquidity needs. The IAR then helps the client to develop an IPS that results in the recommendation of a model portfolio that is suitable for the client. Once the model portfolio is recommended to the client, the portfolio is managed based on the overall model, rather than specifically to each client's individual needs. The IAR must have verbal authorization from the client to execute each recommendation made. Clients will have the opportunity, subject to a non-negotiable $5,000 administrative fee as described in Item 5, to place reasonable restrictions on the types of investments to be held in their account. The Fidelity Program The Voya Asset Management Program through Fidelity Investments is referred to as the "Fidelity Program." The Fidelity Program is a non-discretionary managed account program offered only to participants in certain retirement plans where a Voya company does not have a product offering available to the plan. As a general matter, the Fidelity Program is not open to new plans. The IAR and the client discuss a client's particular circumstance and establish goals and objectives. The IAR helps determine the client's individual objectives, time horizon, risk tolerance and liquidity needs. The IAR then helps the client to develop an IPS that results in the recommendation of an asset allocation that is suitable for the client. Once the asset allocation is recommended to the client, the portfolio is managed based on the overall model, rather than specifically to each client's individual needs. Mutual funds available through Fidelity Investments are used to fulfill the recommended asset allocation. Client transactions may be executed through the retirement plan and/or through a brokerage account established with Fidelity Investments. Clients sign a limited written trading authorization allowing the IAR to execute Fidelity mutual fund transactions in the client's account. Transactions are executed through Fidelity Investments using its Wealthscape system. Fidelity Management Trust Company, 82 Devonshire Street, Boston, MA 02109 is the custodian for these accounts. Select Adviser Series Program* *Please note that the Select Adviser Series Program is closed to new investors. VFA also sponsors the Select Adviser Series Program ("SASP Program"), a wrap fee program. A wrap fee program is an advisory program under which a specified fee or fees, not based directly on transactions in the client's account, is charged for advisory services. Services may include portfolio management or advice concerning the selection of other investment advisers, and the execution of client transactions and custody of program assets. Through the SASP Program, clients are provided with portfolio management services using model asset allocation portfolios or separately managed accounts that offer single investment disciplines or may combine multiple investment disciplines and investment options in a single portfolio. Investment portfolio options include, but are not limited to, mutual funds, exchange-traded funds (“ETFs”), stocks and bonds. VFA provides clients with advice, custodial, trade execution and related services for a single asset-based fee. The SASP Program is designed to coordinate the client's overall investment management process. VFA has selected certain affiliated and unaffiliated asset managers to participate in the SASP Program (the “Strategists”). An affiliate of VFA, Voya Investment Management (“Voya IM”), is the affiliated Strategist (the "Affiliated Strategist"). Additionally, VFA has selected unaffiliated Strategists ("Unaffiliated Strategist"). VFA has authorized the Strategists to develop and manage model portfolios (“Model Portfolios”). The Model Portfolios are administered by VFA using a third party technology platform. Each Model Portfolio is designed to meet a particular investment goal. The SASP Program is managed by the Strategist based on the portfolio’s goal, rather than on each client’s individual needs. Clients, nevertheless, may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors, provided, however, that VFA may refuse to accept or to 10 | P a g e continue to provide investment advisory services with respect to such program assets, as the case may be, if it determines such restrictions are unreasonable or impracticable. For additional details on the SASP Program please review VFA's Form ADV Part 2A, Appendix 1 Wrap Program Brochure, which is available upon request from your IAR or from VFA. Unified Managed Account Program and Investor Channel Unified Managed Account Program VFA sponsors the Unified Managed Account Program and the Investor Channel Unified Managed Account Program (together, the "UMA Programs"), which are wrap fee programs. A wrap fee program is an advisory program under which a specified fee or fees, not based directly on transactions in the client's account, is charged for advisory services. Services may include portfolio management or advice concerning the selection of other investment advisers, and the execution of client transactions and custody of program assets. Through the UMA Programs, clients are provided with investment services from the IAR and/or Independent Investment Strategists (“IIS”). Through the use of IISs, the UMA Programs offer the ability to combine multiple investment disciplines and investment options in a single account. Each account may contain multiple sleeves, including sleeves managed by affiliated or unaffiliated IISs (“IIS Sleeves”). VFA has limited discretionary trading authority as it relates to adhering to changes in the IIS Sleeves, if authorized by the Client. Investment options include, but are not limited to, mutual funds, fixed income securities, exchange-traded funds (“ETFs”), separately managed accounts, model portfolios, stocks and bonds. VFA provides clients with advice, custodial, trade execution and related services for a single asset-based fee. Trades will be executed by VFA and cleared through Pershing LLC. Your IAR will assist you in determining an appropriate investment strategy to follow. VFA will generally rebalance your account quarterly, whenever the portfolio and/or investments within a sleeve fall outside of certain allocation parameters. IIS Sleeves are managed by the IIS(s) based on the portfolio’s goal, rather than on each client’s individual needs. Clients, nevertheless, may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors, provided, however, that VFA may refuse to accept or to continue to provide investment advisory services with respect to such program assets, as the case may be, if it determines such restrictions are unreasonable or impracticable. The Unified Managed Account Program offers the option to permit VFA, through its IAR to exercise discretion in moving client balances in the Unified Managed Account Program among unaffiliated IIS Sleeves without client’s prior consent. This discretionary authority is in addition to the limited discretionary trading authority to adhere to changes in the IIS sleeves

described in this section. The complete terms of VFA and its IAR’s discretionary authority with respect to client’s Unified Managed Account Program account is contained in the Unified Managed Account Program agreement The Investor Channel Unified Managed Account Program is available through VFA’s phone-based IARs. It offers less IISs than the Unified Managed Account Program. Unlike in the Unified Managed Account Program, where IARs are paid a portion of the investment advisory fees charged to the client, phone- based IARs are employees of Voya Financial, Inc., and earn a salary and incentive payouts, as described in Item 14, rather than an advisory fee. This creates a conflict of interest, as it incentivizes VFA to offer the Investor Channel Unified Managed Account Program to clients, which limits investor choice in IISs and permits VFA to retain a higher amount of investment advisory fees than in the Unified Managed Account Program. For additional details on the UMA Programs please review VFA's Form ADV Part 2A, Appendix 1 Unified Managed Account Wrap Program Brochure, and VFA's Form ADV Part 2A, Appendix 1 Investor Channel Unified Managed Account Wrap Program Brochure, both of which are available upon request from your IAR or from VFA. 11 | P a g e Voya Digital AdviserTM VFA sponsors Voya Digital AdviserTM, an online digital advice wrap fee program (the “VDA Program”). The VDA Program is a limited digital advice tool that provides clients with the recommendation of a model portfolio managed by an Independent Investment Strategist (“IIS”). Each account is assigned an IAR. While the IAR will not participate in the recommendation of the model portfolio, he or she is available to answer questions related to opening a VDA Program account and client’s investment through VDA. IAR will offer to, and if accepted, meet at least once annually with the client to discuss client’s investment objectives, risk tolerance, goals, and other factors to help ensure that investment through VDA continues to meet the client’s needs. In recommending a model portfolio to you, VDA obtains your responses to questions that gauge your risk tolerance (the “risk tolerance questionnaire”). Each response option to the risk tolerance questionnaire is assigned a predetermined score based on the level of risk tolerance that VFA has associated with each response option. The VDA Program assigns a score to each client based on their responses (the “Risk Score”). If the client has at least $25,000 to invest, the VDA Program will ask whether the client desires a “strategic” or “tactical” model portfolio. The VDA Program will recommend a model portfolio to the client based on his or her Risk Score and desire for a “strategic” or “tactical” portfolio. The model portfolios are managed by the IIS(s) based on the portfolio’s goal, rather than on each client’s individual needs. Clients, nevertheless, may impose reasonable restrictions on the management of assets through the VDA Program; provided, however, that VFA may refuse to accept or to continue to provide investment advisory services with respect to such program assets, as the case may be, if it determines such restrictions are unreasonable. For additional details on the VDA Program, please review VFA's Form ADV Part 2A, Appendix 1 Voya Digital AdviserTM Wrap Program Brochure, which is available upon request from your IAR or from VFA. This brochure contains important information about the VDA Program, including but not limited to further information about the model portfolios available through the VDA Program, the digital nature of the VDA Program, and the conflicts of interest and risks associated therewith. As wrap fee programs, the Select Adviser Series Program, the UMA Programs, and the VDA Program offer you the ability to invest in multiple investment strategies managed by a number of investment strategists. This means that your IAR is responsible for recommending the strategist(s) to provide the model asset allocation, rather than recommending the individual investments in your portfolio. This differs from non-wrap fee programs, where the IAR is responsible for recommending investments to you. VFA and its IARs receive a portion of the total fee paid by you to invest through a wrap fee program. THIRD PARTY MONEY MANAGER PROGRAMS VFA also offers investment advisory management programs to clients through third party money manager programs. The IAR and the client discuss a client's particular circumstances and establish goals and objectives. The IAR helps determine the client's individual objectives, time horizon, risk tolerance and liquidity needs. The IAR then helps the client to develop an IPS that results in the recommendation of a model portfolio that is suitable for the client. The IAR then recommends an unaffiliated third party money manager on VFA's approved list of providers which has a portfolio management style that is suitable for that client. Factors considered in recommending a third party money manager include account size, risk tolerance, the opinion of each client and the investment philosophy of the selected registered investment adviser. Depending on the third party money manager program, the client's portfolio will either be managed based on the client's specific investment objectives or according to a specific model portfolio. Clients should refer to the recommended registered investment adviser's firm brochure - or other disclosure document for a full 12 | P a g e description of the services offered by the third party money manager. IARs are available to meet with clients as needed to discuss any changes and review the performance of their account. VFA periodically reassess, but does not continuously monitor, the performance of the selected third-party money managers. If VFA or the IAR determines that a particular selected third-party money manager is not managing the client's portfolio in a manner consistent with the client's IPS, or the client's investment objectives and situation changes, the IAR may recommend a different third party money manager. Under this scenario, the IAR assists the client in selecting a new registered investment adviser and/or program. However, the decision to move to a new registered investment adviser and/or program is solely at the discretion of the client. FINANCIAL PLANNING AND CONSULTING SERVICES VFA and its IARs provide individual and specialty financial planning services to clients on either a one- time or an annual basis. Financial planning is a comprehensive evaluation and analysis of a client’s current and future financial situation and needs using variables that may include current and future income, expenses, investment growth, cash flows, asset values and withdrawal plans. Based on the client’s financial situation, goals, investment objectives, needs and risk tolerance, IARs may make asset class or asset allocation recommendations. Through the financial planning process, all questions, information and analysis are considered as to how they may impact the financial situation of the client. Clients receive either a written plan or summary report of the services provided, which provides the client with detailed evaluation or advice designed to help them achieve their financial goals and objectives. VFA cannot guarantee future financial results or the achievement of the client’s financial goals through implementation of a financial plan or any advice or recommendations provided. VFA does not monitor the day-to-day performance of the client’s specific investments. In general, the financial planning may address the following services in either the one-time or the annual/ongoing plan. Not all services listed are available in an annual/ongoing financial plan. Detailed descriptions of each service are contained in the Financial Planning and Consulting Services Agreement. Please read that agreement carefully before engaging in any of the services below: Financial Planning Services Consulting Services Specialty Services (Financial Planning or Consulting) Cash flow, budgeting, and major purchase buy/sell planning General financial information/education Business Planning Services Individual savings goals, asset allocation, and insurance planning Cash flow, budgeting, and major purchase buy/sell decisions Estate distribution services Retirement planning Insurance review Special Needs Planning Education Planning Estate/Legacy review Divorce Planning Estate Planning Retirement planning/Social Security review Investment Planning Qualified Plan and IRA distribution analysis Education Funding Executive Planning with stock option and deferred compensation evaluations Retirement Social Security benefit analysis Plan Reviews The client is under no obligation to act on the advice of VFA, IARs or any other affiliated persons. The client must decide whether to implement any advice or recommendations made by VFA, IARs or any other affiliated person. If the client does follow such recommendation, the client acknowledges that he/she is under no obligation to effect the transactions through VFA or its affiliates. Clients should carefully review all sales charges, front-end or deferred, and ongoing fees and loads charged in all products or service programs before investing. 13 | P a g e Financial Planning and Consulting Services Term One-time services do not require VFA or IARs to monitor client’s assets or monitor financial markets on an ongoing basis for such client, and do not include periodic plan reviews or updates. Delivery of the written plan or summary report constitutes completion of the one-time service and shall occur within ninety (90) days of the signing of the agreement for most one-time planning services. Certain specialty planning services may take longer to complete. Annual/ongoing services begin on the date of the signing of the agreement and continue until the renewal date, as defined in the agreement. The annual service will automatically renew on the first day of the month following the annual anniversary date for a period of one (1) year unless terminated by either party pursuant to the terms described below. Delivery of the written plan or summary report does not constitute completion of the agreement and shall occur within ninety (90) days of the initial planning year and within ninety (90) days of the renewal date for each subsequent renewal year. To provide services under agreement the IAR gathers information through personal interviews. Information gathered may include the client's current financial status, tax status, future goals, return objectives and attitudes towards risk. The IAR carefully reviews documents supplied by the client, which may include a questionnaire completed by the Client, and prepares a written report. Should the client choose to implement the recommendations contained in the plan, the Client should work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of recommendations is entirely at the client's discretion. IARs do not make recommendations concerning the purchase or sale of specific securities when preparing financial plans. However, in response to requests by clients for advice or recommendations to implement a financial plan, the IAR's recommendations are limited to only those products offered through VFA, where the IAR is registered as an investment adviser representative and as a registered representative of the broker dealer. Similarly, any insurance recommendations will be limited to the insurance companies the IAR is appointed with as an insurance agent or broker. This creates a conflict of interest as the Firm may recommend the use of proprietary insurance or investment products, and will recommend a product for which VFA or its IAR will earn compensation. You are be able to purchase the same or other similar products and services at another broker-dealer or investment adviser, but for a lower cost. Termination of the Financial Planning or Consulting Services Agreement Clients may terminate the agreement without penalty within five business days of entering into the agreement. Any party may terminate the agreement at any time after the five business day period without penalty upon written notice to the other party. Clients agree that such termination will not affect the liabilities or obligations which arise from transactions initiated prior to termination. Upon termination of the agreement, any fees collected by VFA for one-time planning services will be reimbursed in full if a plan has not been delivered. Any annual planning fees collected but not earned will be reimbursed to Clients at a pro-rata share based on the amount of days remaining in the payment installment period. Reimbursement will be provided through check regardless of payment method. The agreement will not terminate in the event that the IAR establishing the agreement is no longer associated with VFA or is otherwise removed from the agreement. VFA reserves the right to replace the IAR providing services under the agreement, with or without cause. The VFA Financial Planning or Consulting Services Agreement that the client is required to review and execute prior to the preparation and delivery of any type of services contains additional disclosures. Please review that agreement carefully prior to signing the agreement. BE READY PROGRAM Be Ready is a program for employees of selected worksite plan sponsors who are clients of a VFA affiliate. Be Ready gives employees access to VFA financial professionals who can help them prepare 14 | P a g e for retirement. Through Be Ready, VFA may make available financial planning services to employees of selected worksite plan sponsors. The costs for products are pre-negotiated for all employees participating in the Be Ready program. Additionally, VFA may make available free-of-charge advisory services on a one-time, non-discretionary basis at the client’s request. Financial Planning/Analysis Services: Consists of consultation with the client to collect information about client’s goals, risk tolerance and current financial situation, and financial analysis that results in a written evaluation addressing client’s retirement income goals and other financial goals as well as risk analysis. The consultation sessions typically will not exceed three sessions of one hour each. The written evaluation will address the financial plan and any of the following goals, as described above: Asset Allocation; Business Retirement Planning; Education Funding; Estate Planning; Financial Analysis and Statements; General Analysis and Planning; and Insurance Profile/Analysis. If additional time is required to develop the plan, additional consultations are available at an hourly rate. The financial planning services offered through Be Ready follow the guidelines found in this Brochure. For additional information about financial planning services offered by VFA, please see the section titled “Financial Planning” in this Item 4. Be Ready Advisory Services: VFA may also offer a variety of free-of-charge advisory services to Be Ready clients on a one-time, non-discretionary basis. These advisory services provide basic asset allocation and funding guidance appropriate for clients’ goals and risk tolerance, and in certain instances, provide corresponding investment recommendations. The Be Ready Advisory Services are not a substitute for a comprehensive financial plan. Neither the Financial Planning Services nor the Be Ready Advisory Services offered to Be Ready clients shall require VFA or IARs to monitor clients’ assets on an ongoing basis, nor shall it require that VFA or IARs update recommendations to reflect changes in clients’ circumstances. These services will also not require VFA or IARs to monitor financial markets and conditions for clients and will not require that VFA or IARs perform ongoing analysis of clients’ assets for factors that may impact performance. Clients may request an annual review session. Such annual review sessions shall review changes to the client’s financial situation. The annual review may or may not include an accompanying written report. The annual review is not a substitute for a comprehensive financial plan. Clients are solely responsible for contacting their IAR to schedule an annual review session. VFA reserves the right to subsequently limit, modify or discontinue offering annual review sessions or to charge a fee for annual reviews in the future. Clients are solely responsible for implementing any recommendations made as part of the Financial Planning and Be Ready Advisory services. IARs will not exercise discretion over a client’s assets in connection with these services. In addition to the Financial Planning Services and Be Ready Advisory services described in this section, Be Ready clients may also be offered certain advisory products as described elsewhere in this Brochure. FINANCIAL PLANNING SEMINARS IARs may conduct seminars which may include, among other topics, presentations on financial planning, various securities and insurance strategies, business planning, long-term care and/or retirement planning. Attendees are under no obligation to do so, but are encouraged to have individual consultations with the IAR and to have a financial plan prepared. In addition, certain IARs receive approval to charge the corporate sponsors of their seminars a fixed fee to hold seminars for the corporation's employees. This fee is not tied to a per employee attendance count. ERISA PLAN INVESTMENT CONSULTING (“EPIC Services”) VFA offers consulting and advisory services for employer-sponsored retirement plans that are designed to assist plan sponsors of employee benefit plans (“Plan Sponsor(s)”). VFA may also assist Plan 15 | P a g e Sponsors with enrollment and/or providing investment education to plan participants and beneficiaries. VFA provides these retirement plan services through certain of its IARs who have gone through specific training and received approval to offer these services, and may charge a fee for EPIC Services, as described in this Form ADV Part 2A and the ERISA Plan Investment Consulting Agreement (“Agreement”). EPIC Services are either ERISA fiduciary services or ERISA non-fiduciary services. ERISA non-fiduciary services may be performed only so that they would not be considered fiduciary services under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). When delivering ERISA fiduciary services, VFA will perform those services to the plan as a fiduciary, generally under ERISA Section 3(21)(A)(ii). When providing any ERISA fiduciary services under ERISA Section 3(21)(A)(ii), VFA will solely be making recommendations to the Plan Sponsor and the Plan Sponsor retains full discretionary authority and control over assets of the plan. Under limited circumstances and subject to the IAR’s approval by VFA’s Home Office, VFA will perform ERISA fiduciary services as an “investment manager” pursuant to ERISA Section 3(38). In such a circumstance, VFA, through its IAR, will exert discretionary authority and power to manage, acquire, or dispose of any asset of the Plan. Importantly, this means that VFA will not seek Plan Sponsor’s prior consent or authority prior to executing securities transactions and taking other actions with respect to Plan assets. Plan Sponsor may engage VFA to perform EPIC Services by completing an ERISA Plan Investment Consulting Advisory Services Agreement providing information about the plan, including but not limited to options available through the plan, plan objectives, investment objectives, investment risk tolerance, demographics about plan participants, and third-party service providers. VFA will provide Plan Sponsor a copy of this Form ADV Part 2A and the Agreement for review. The Agreement describes the terms of the arrangement between VFA and the Plan Sponsor, including a description of the retirement plan services and the fees to be charged by VFA. By signing the Agreement, the Plan Sponsor represents that Plan Sponsor has received sufficient information and determined that the retirement plan services selected are: (i) necessary for the operation of the plan and (ii) reasonable and appropriate based upon the compensation to be paid for the Services. Plan Sponsor must sign and submit the Agreement to VFA before VFA performs any EPIC Services. Description of the Retirement Plan Services VFA offers the following 3(21), and in certain limited circumstances, 3(38) Fiduciary, and Non-Fiduciary Retirement Plan Services: Plan Sponsor – ERISA 3(21) Fiduciary Services: 1) Recommendations to establish or revise the Plan’s Investment Policy Statement (“IPS”) 2) Recommendations to select and monitor the Designated Investment Alternatives (“DIAs”) 3) Recommendations to allocate and rebalance model asset allocation portfolios 4) Recommendations to select and monitor investment managers Plan Sponsor – ERISA Non-Fiduciary Services: 1) Assistance with Plan governance and committee education a) Determining Plan objectives and options available through the plan b) Reviewing retirement plan committee structure and requirements c) Reviewing participant education and communication strategy, including ERISA 404(c) requirements d) Coordinating and reconciling participant disclosures under ERISA 404(a) e) Developing requirements for responding to participant requests for additional information f) Developing and maintaining a fiduciary audit file 16 | P a g e g) Attending periodic meetings with plan committee (upon request by plan sponsor) 2) Assistance with Plan fiduciaries’ vendor management (service provider selection/review) a) Reviewing fees and services and identifying procedures to track the receipt and evaluation of ERISA 408(b)2 disclosures b) Providing periodic benchmarking of fees and services to assist review for reasonableness c) Reviewing ERISA spending accounts or plan expense recapture accounts (“PERAs”) d) Generating and evaluating service provider requests for proposals (“RFPs”) and or requests from information (“RFIs”) e) Support with contract negotiations f) Service provider transition and/or plan conversion 3) Investment Education for Plan fiduciaries a) Investment Policy Statements b) Assessment of overall investment structure of Plan c) Review of the Plan’s investment options d) Review of Qualified Designated Investment Alternatives (“QDIA”) e) Search and review of investment managers Plan Participant - ERISA Non-Fiduciary Services 1) Employee investment education and communication a) Providing group enrollment and investment education meetings b) Providing fee specific education and communicate the Plan’s requirements for requesting additional information about plan fees and expenses c) Supporting individual participant questions d) Providing periodic updates, upon request of newsletter e) Assisting participants with retirement preparation Potential Additional Retirement Services Provided Outside of the Agreement In providing EPIC Services, VFA and its IARs may establish a client relationship with one or more plan participants or beneficiaries. Such client relationships develop in various ways, including, but not limited to: 1) as a result of a decision by the participant or beneficiary to purchase services from VFA not involving the use of plan assets; 2) as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relate exclusively to assets held outside of the plan; or 3) through an Individual Retirement Account rollover (“IRA Rollover”). If VFA is providing EPIC Services to a plan, IARs may, when requested by a plan participant or beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement that excludes any investment advice on plan assets (but may consider the participant’s or beneficiary’s interest in the plan in providing that service). If a plan participant or beneficiary desires to affect an IRA Rollover, IAR will obtain a written acknowledgement from the plan participant. Any decision to affect the rollover or about what to do with the rollover assets remains that of the participant or beneficiary alone. AMOUNT OF MANAGED ASSETS As of December 31, 2021, VFA had $2,365,057,793.37 of assets under management on a non- discretionary basis plus $45,910,587.03 assets under management on a discretionary basis. 17 | P a g e BNY INVESTMENT CREDIT LINE PROGRAM BNY Mellon, an affiliate of Pershing, offers the Investment Credit Line program to its customers. This product allows BNY Mellon customers to borrow funds utilizing assets held in the customers’ account custodied with Pershing as collateral for the loan. Although this program is not offered through VFA, IARs can refer Clients to BNY Mellon if Clients desire to establish a line of credit using securities held in their investment advisory account. Clients are not allowed to use funds received through this program to purchase securities or insurance products offered through VFA. No compensation is received by VFA or IARs for the referral or if the client establishes a line of credit. BNY Mellon offers the Investment Credit Line to its customers in its sole discretion, and VFA in no way oversees the BNY Mellon Investment Credit Line, nor determines who is eligible to participate. BNY Mellon is a parent company of and custodian for Pershing and acts as transfer agent for Voya Investment Management, an affiliate of VFA. This creates a conflict of interest, as BNY Mellon maintains a pre-existing business relationship with VFA’s clearing firm and an affiliate of VFA. As discussed in Item 4, above, VFA considers the entirety of a product sponsor’s relationship with VFA and VFA’s affiliates in determining whether to offer, or continue to offer a product sponsor’s product(s), which includes, but is not limited to, Pershing and BNY Mellon’s relationship with VFA and VFA’s affiliates. CASH ADVANTAGE PROGRAM AssetMark offers the Cash Advantage program to VFA clients with certain AssetMark Trust Company custodial accounts. The Cash Advantage program is a securities-backed line of credit linked to your account held at AssetMark Trust. Unlike a margin account, these borrowed funds cannot be utilized to purchase additional securities. If you decide to open a Cash Advantage account, please carefully consider the following: 1. You are borrowing money that you will be required to pay back. 2. Cash Advantage is only available for accounts that are not retirement accounts. For purposes of this Brochure, a “Retirement Account” is an account held by an ERISA plan or an account otherwise subject to Section 4975 of the Internal Revenue Code (e.g. IRA). 3. You are using the securities that you own in the account as collateral. 4. You are charged an interest rate that is subject to change and the rate can go up or down. 5. Depending on the relation between the account value, credit limit and amount borrowed, collateral devaluations may limit the available credit or possibly require a deposit of additional assets or immediate payment. 6. Due to the fact that securities are pledged to support the outstanding loan amount, AssetMark Trust Company can limit client withdrawals from the account until loan requirements are met or the loan is paid off. 7. AssetMark Trust Company may request additional information such as, but not limited to, a credit check in order to complete their review of your account(s). For the Cash Advantage program, there is an agreement between AssetMark Trust Company and The Bancorp, Inc (“Bancorp”). No agreements are in place between VFA and Bancorp. Bancorp does not compensate VFA for referrals or otherwise. VFA allows AssetMark to offer this service as a courtesy to our clients, and in no way oversees the program.